Dollar General (DG) Form 3 DOLLAR GENERAL / Tracey N Herrmann ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Herrmann Tracey N

(Last) (First) (Middle)

100 MISSION RIDGE

(Street)

GOODLETTSVILLE TN 37072

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2025

3. Issuer Name and Ticker or Trading Symbol
DOLLAR GENERAL CORP [ DG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Store Operations

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,191(1)	D
Common Stock	1	I	By Child

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(2)	05/30/2027	Common Stock	6,000	73.02	D
Employee Stock Option (Right to Buy)	(3)	03/21/2028	Common Stock	6,583	92.98	D
Employee Stock Option (Right to Buy)	(4)	03/20/2029	Common Stock	5,617	117.13	D
Employee Stock Option (Right to Buy)	(5)	03/17/2030	Common Stock	5,200	154.53	D
Employee Stock Option (Right to Buy)	(6)	03/16/2031	Common Stock	4,745	193.55	D
Employee Stock Option (Right to Buy)	(7)	03/15/2032	Common Stock	5,278	214.25	D
Employee Stock Option (Right to Buy)	(8)	03/28/2033	Common Stock	4,007	208.13	D
Employee Stock Option (Right to Buy)	(9)	03/27/2034	Common Stock	11,708	154.21	D

Explanation of Responses:

1. Includes 184 restricted stock units representing the right to receive shares of common stock upon vesting ("RSUs") that are scheduled to vest on April 1, 2025, subject to certain forfeiture and accelerated vesting provisions; 368 RSUs that are scheduled to vest evenly on April 1, 2025 and April 1, 2026, subject to certain forfeiture and accelerated vesting provisions; 1,610 RSUs that are scheduled to vest evenly on April 1, 2025, April 1, 2026 and April 1, 2027, subject to certain forfeiture and accelerated vesting provisions; 4,184 RSUS that are scheduled to vest on November 4, 2026, subject to certain forfeiture and accelerated vesting provisions; and 142 earned but unvested performance share units representing the right to receive shares of common stock upon vesting that are scheduled to vest on April 1, 2025, subject to certain forfeiture and accelerated vesting provisions.

2. Vested as to 1,298 shares on May 30, 2019 and as to 2,351 shares on each of May 30, 2020 and May 30, 2021.

3. Vested as to 1,648 shares on April 1, 2019 and as to 1,645 shares on each of April 1, 2020, April 1, 2021 and April 1, 2022.

4. Vested as to 1,405 shares on April 1, 2020 and as to 1,404 shares on each of April 1, 2021, April 1, 2022 and April 1, 2023.

5. Vested as to 1,300 shares on each of April 1, 2021, April 1, 2022, April 1, 2023 and April 1, 2024.

6. Vested as ato 1,187 shares on April 1, 2022 and as to 1,186 shares on each of April 1, 2023 and April 1, 2024. The remaining portion of the option is scheduled to vest as to 1,186 shares on April 1, 2025, subject to certain forfeiture and accelerated vesting provisions.

7. Vested as to 1,321 shares on April 1, 2023 and as to 1,319 shares on April 1, 2024. The remaining portion of the option is scheduled to vest as to 1,319 shares on each of April 1, 2025 and April 1, 2026, subject to certain forfeiture and accelerated vesting provisions.

8. Vested as to 1,004 shares on April 1, 2024. The remaining portion of the option is scheduled to vest as to 1,001 shares on each of April 1, 2025, April 1, 2026 and April 1, 2027, subject to certain forfeiture and accelerated vesting provisions.

9. Vests in four annual installments of 25% beginning April 1, 2025, subject to certain forfeiture and accelerated vesting provisions.

Remarks:

Exhibit List: Exhibit 24--Power of Attorney

	/s/ Tracey N. Herrmann	02/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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